UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): July 9, 2008
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Yukon
Territory,
Canada
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1-31593
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Not
Applicable
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
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80111-3220
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (720) 886-9656
No
Change
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
July
9, 2008, Apollo Gold Corporation (“Apollo Gold”) entered into agency agreement
(the “Agency Agreement”) among Apollo Gold, Haywood Securities Inc., the lead
agent, and Blackmont Capital Inc. (the “Agents”). Subject to compliance with all
necessary legal requirements and to the terms and conditions contained in the
Agency Agreement, the Agents have agreed to act as exclusive agents and to
offer
units (the “Units”) for sale to the public on a best efforts basis. Each Unit
will have an issue price of Cdn$0.50 per Unit (US$0.495 per Unit for purchasers
resident in the United States) and will be comprised of one common share of
Apollo Gold and one-half of one common share purchase warrant (“Warrant”). Each
whole Warrant will entitle the holder to purchase one common share of Apollo
Gold at a price of Cdn$0.65 for a period of 36 months after the closing of
the
offering. The common shares and Warrants comprising the Units will separate
immediately upon closing of the offering.
The
offering will be conducted in the United States through affiliates of the Agents
that are registered broker-dealers in the United States. The offering is subject
to the sale of a minimum of Cdn$20 million of Units and the maximum size of
the
offering is Cdn$40 million. The offering price of Cdn$0.50 per Unit has been
determined by negotiation between Apollo Gold and the Agents. The number of
Units to be sold in the offering will be determined at closing, which is
expected to occur on July 21, 2008.
The
net
proceeds of the offering will be used to fund Apollo Gold’s acquisition of the
St. Andrews’ mill complex in Timmins, Ontario, the development of Apollo Gold’s
Black Fox project and for general working capital.
The
Agency Agreement provides that, in consideration for the services to be rendered
by the Agents under the offering, the Agents will receive a commission equal
to
6.5% of the gross proceeds of the offering, such
commission to be paid in cash, Units, or a combination of both cash and Units,
at the sole option of the Agents. In addition, the Agents will be granted a
non-transferable option to acquire such number of Units (the “Agents’ Units”) as
is equal to 6% of the total number of Units sold in the offering at a price
per
Agents’ Unit equal to Cdn$0.60 (the “Agents’ Compensation Option”). The Agents’
Compensation Option will be exercisable for a period of 48 months from the
closing date of the offering. Each Agents’ Unit will be comprised of one common
share and one-half of one common share purchase warrant, each whole warrant
included in the Agents’ Compensation Option entitling the Agents to purchase one
common share of Apollo Gold at an exercise price of Cdn$0.78 for a period of
48
months from the closing date of the offering. Apollo Gold is responsible for
all
reasonable out-of-pocket expenses incurred by the Agents in connection with
the
offering, including fees of the Agents’ legal counsel.
The
Agency Agreement also provides that Apollo Gold will indemnify the Agents and
each of their affiliates against certain liabilities and expenses, including
liabilities under the U.S. Securities Act of 1933, or will contribute to
payments that the Agents or each of their affiliates may be required to make
in
respect thereof. In addition, pursuant to the Agency Agreement, Apollo Gold
has
agreed that, subject to certain exceptions, it will not issue, agree to issue,
or announce an intention to issue any additional securities for a period of
90
days subsequent to the date of the closing of the offering without the prior
written consent of Haywood Securities Inc., which consent may not be
unreasonably withheld.
The
Warrants will be created and issued pursuant to a Warrant Indenture (the
“Warrant Indenture”) between Apollo Gold and CIBC Mellon Trust Company (the
“Warrant Agent”). The Warrant Indenture will provide for adjustment in the
exercise price and number of shares issuable upon the exercise of the Warrants
upon the occurrence of certain events, including the issuance of common shares
or securities exchangeable or convertible into common shares as a stock
dividend, the subdivision, redivision, reduction, combination or consolidation
of the common shares, the issuance of rights, options or warrants to
substantially all of the holders of common shares that entitle them to subscribe
for common shares.
The
Warrant Indenture will also provide for adjustment in the class and/or number
of
warrant shares issuable upon the exercise of the warrants and/or exercise price
per security in the event of the following additional events: (i)
reclassifications of the common shares; or (ii) consolidations, amalgamations,
plans of arrangement or mergers of Apollo Gold with or into another entity
(other than consolidations, amalgamations, plans of arrangement or mergers
which
do not result in any reclassification of the common shares or a change of the
common shares into other shares).
No
adjustment in the exercise price or the number of shares issuable upon the
exercise of the Warrants will be required to be made unless the cumulative
effect of such adjustment or adjustments would change the exercise price by
at
least 1% or the number of shares purchasable upon exercise by at least one
one-hundredth of a common share.
The
foregoing description of the Agency Agreement and the Warrant Indenture is
qualified in its entirety by reference to the Agency Agreement and the Warrant
Indenture attached to this Current Report on Form 8-K as Exhibits 1.1 and 4.1,
respectively.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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1.1
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Agency
Agreement, dated July 9, 2008, among Apollo Gold Corporation, Haywood
Securities Inc. and Blackmont Capital
Inc.
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4.1
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Warrant
Indenture dated as of July 9, 2008 between CIBC Mellon Trust Company
and Apollo Gold Corporation
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
July 9, 2008
APOLLO
GOLD CORPORATION
By:
/s/ Melvyn Williams
Melvyn
Williams
Chief
Financial Officer and Senior Vice
President
- Finance and Corporate
Development
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Document
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1.1
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Agency
Agreement, dated July 9, 2008, among Apollo Gold Corporation, Haywood
Securities Inc. and Blackmont Capital Inc.
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4.1
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Warrant
Indenture dated as of July 9, 2008 between CIBC Mellon Trust Company
and Apollo Gold Corporation
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